Notification Under Section 67 of LLP Act 2008

MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 11th February, 2022

G.S.R. 110(E).—In exercise of the powers conferred by sub-section (1) of section 67 of the Limited Liability
Partnership Act, 2008 (6 of 2009), the Central Government hereby directs that the provisions of sections 90, 164, 165,
167, sub-section (5) of section 206, sub-section (3) of section 207, 252 and section 439 of the Companies Act,2013
(18 of 2013), shall apply to limited liability partnership, except where the context otherwise requires, with the
modifications specified in Column (3) of the Table given below, from the date of publication of this notification in
the Official Gazette, namely:-
TABLE
S. No. Part/Chapter/Section /Subsection(s) in the
Companies Act,2013

Modifications
(1) (2) (3)
1. In section 90, in subsection (1) to sub-section
(11)
(i) for the word “shares”, wherever it occurs, the word “contribution” shall be
substituted;
(ii) for the word “company” wherever it occurs, the words “limited liability
partnership” shall be substituted;
(iii) for the word “member” wherever it occurs, the word “partner” shall be
substituted;
(iv) for the word “officer” wherever it occurs, substitute the words “partner”
or “designated partner” shall be substituted.
2. In section 164
Sub-section (1) (i) for the words “for appointment” wherever they occurs, the words “to
become” shall be substituted;
(ii) for the word “director” wherever it occurs, the words “designated
partner” shall be substituted;
(iii) for the word “company” wherever it occurs, the words “limited liability
partnership” shall be substituted;
Sub-section (2) for sub-section (2), the following shall be substituted, namely:-
“(2) No person, who is or has been a director of a company or designated
partner of limited liability partnership, as the case may be, which—
(a) has not filed financial statements or the Statement of Account and
Solvency or annual returns, as the case may be, for any continuous period of
three financial years; or
(b) has failed to repay the deposits accepted by it or pay interest thereon or
to redeem any debentures on the due date or pay interest due thereon or pay
any dividend declared and such failure to pay or redeem continues for one
year or more,
shall be eligible to become or continue as a designated partner of that limited
liability partnership or to become designated partner in other limited
liability partnerships for a period of five years from the date on which the
said company or limited liability partnership fails to do so:
[भाग II—खण् ड 3(i)] भारत का राजपत्र : असाधारण 7
Provided that where a person becomes as a designated partner of a limited
liability partnership which is in default of clause (a) or clause (b), he shall not
incur disqualification for a period of six months from the date he becomes
designated partner.”.
3. In section 165
Sub-section(1)
for sub-section (1), the following shall be substituted, namely:-
“(1) No person shall become designated partner in more than twenty limited
liability partnerships.”;
Sub-section (3) for sub-section (3), the following shall be substituted, namely:-
“(3) Any person holding office as designated partner in limited liability
partnerships more than the limits as specified in sub-section (1) ,immediately
before this notification shall, within a period of one year from such
notification ,-
(a) choose not more than specified limit of those limited liability
partnerships , as limited liability partnerships in which he wishes to
continue to hold the office of designated partner;
(b) resign his office as designated partner in the other remaining limited
liability partnerships; and
(c) intimate the choice made by him under clause (a),to each one of the
limited liability partnerships in which he was holding the office of
designated partner before such notification and Registrar having
such jurisdiction in respect of each limited liability partnership.”;
Sub-section (4) for the word “company” wherever it occurs, the words “limited liability
partnership” shall be substituted;
Sub-section (5) (i) for the words “director” or “non-executive director” wherever they occurs,
the words “designated partner” shall be substituted;
(ii) for the words “commencement of this Act”, the words “date of this
notification” shall be substituted;
Sub-section (6) In sub-section (6), (i) for the words “accepts an appointment as a Director“,
the words ”becomes a designated partner” shall be substituted;
(ii) for the words “liable to a penalty” the words “punishable with fine which
shall not be less than five thousand rupees but which may extend to twentyfive thousand rupees” shall be substituted.
4. In section 167
Sub-section (1) (i) for the word “director” wherever it occurs, the words “designated partner”
shall be substituted;
(ii) for the word “company” wherever it occurs, the words “limited liability
partnership” shall be substituted;
(iii) in proviso of clause (a), for the word “companies” the words “limited
liability partnerships” shall be substituted;
(iv) clause (b) shall be omitted;
(v) for the words “this Act” the words “the Limited Liability Partnership Act,
2008”, shall be substituted;
(vi) clause (h) shall be omitted;
Sub-section (2) for the word “director” wherever it occurs, the words “designated partner ”
shall be substituted;
8 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]
Sub-section (3) for sub-section (3), the following shall be substituted, namely:-
“(3) where all the designated partners of limited liability partnership vacate
their offices under any of the disqualifications specified in sub-section (1) ,
the partners or, in their absence, the Central Government shall appoint the
required number of designated partners who shall hold office till the
designated partners are appointed by the limited liability partnership .”.
5. In section 206, subsection (5)
for sub-section (5), the following shall be substituted, namely:-
“(5) The Central Government may, if it is satisfied that circumstances so
warrant, direct inspection of books and papers of a limited liability
partnership by an inspector appointed by it for the purpose.”.
6. In section 207, sub-section
(3)
for the word “company”, the words “limited liability partnership” shall be
substituted.
7. In section 252
Sub-section (1) (i) for the words and figures “notifying a company as dissolved under section
248” the words and figures “notifying a limited liability partnership as
struck off and dissolved pursuant to section 75” shall be substituted;
(ii) for the word “company” wherever it occurs, the words “limited liability
partnership” shall be substituted;
(iii) for the words “register of companies” wherever they occur, the words
“register of limited liability partnership” shall be substituted;
Sub-section (2) (i) for the word “company” occurring at both the places, the words “ limited
liability partnership” shall be substituted;
(ii) for the words “register of companies”, the words “register of limited
liability partnership” shall be substituted;
Sub-section (3) (i) for the word “member”, occurring at both the places the word “partner”
shall be substituted;
(ii) for the word “company” wherever it occurs, the words “limited liability
partnership” shall be substituted;
(iii) for the words “register of companies” wherever they occur, the words
“register of limited liability partnership” shall be substituted;
(iv) for the words “twenty years” the words “five year” shall be substituted;
(v) for the words, brackets and figures “sub-section (5) of section 248”, the
words and figures “pursuance to section 75” shall be substituted.
8. In section 439
Sub-section (1) for sub-section (1), the following shall be substituted, namely:-
“(1) Notwithstanding anything in the Code of Criminal Procedure, 1973, (2
of 1974) every offence under this Act shall be deemed to be non-cognizable
within the meaning of the said Code.”;
Sub-section (2) for sub-section (2), the following shall be substituted, namely:-
“(2) No court shall take cognizance of any offence under this Act which is
alleged to have been committed by any limited liability partnership or any
designated partners or partners or employee thereof, except on the complaint
in writing of the Registrar, or a partner of limited liability partnership, or of
[भाग II—खण् ड 3(i)] भारत का राजपत्र : असाधारण 9
a person authorised by the Central Government in that behalf:
Provided that nothing in this sub-section shall apply to a prosecution by
limited liability partnership of any of its officers .”;
Sub-section (3) applicable without modification;
Sub-section (4) for sub-section (4), the following shall be substituted, namely:-
“(4) The provisions of sub-section (2) shall not apply to any action taken by
the liquidator of a limited liability partnership in respect of any offences
alleged to have been committed in respect of any of the matters in Chapter
XIII of this Act or rules for winding up and dissolution of limited liability
partnership.
Explanation. – The liquidator of the limited liability partnership shall not be
deemed to be an officer of the limited liability partnership within the
meaning of sub-section (2).”..

[F. No. 17/30/2018-CL-V]
K. V. R. MURTY, Jt. Secy.